The final summary judgment in favor of the defendants to this contract action is affirmed upon a holding that in light of the undisputed facts and the terms of the parties’ agreement the contingency to a payment of $250,000 to the plaintiff did not transpire.
The plaintiff, Lazer, N.V., sold the defendants a shopping center for $1,250,000. As is pertinent to this appeal, their purchase and sale agreement recited:
3. It is further understood and agreed that in the event the Company shall sell, transfer, or convey its fee simply [sic] title to the property commonly known as Royal Poinciana Plaza Shopping Center, Palm Beach, Florida, prior to payment in full of the attached promissory note ATLANTIC COAST INVESTING CO. by HOLLO to LAZER for a purchase pnce m excess of SIX MILLION FIVE HUNDRED THOUSAND ($6,500,000.00) DOLLARS that there shall become immediately due and payable by ATLANTIC COAST INVESTING CO. HOLLO to LAZER the additional sum of TWO HUNDRED FIFTY THOUSAND ($250,000.00) DOLLARS which shall be due and payable simultaneously upon consummation of the sale by the Company of the aforementioned property.
After entering into a contract to resell the shopping center for $7,400,000 but before the new purchasers closed at that price, the defendants paid the promissory note in full.
Although it is true that a purchase agreement confers equitable ownership upon the purchaser (the vendor retaining only naked legal title), Hull v. Maryland Casualty Co.,
Affirmed.
